United States securities and exchange commission logo





                              June 24, 2021

       Mark Gerhard
       Chief Executive Officer
       Ascendant Digital Acquisition Corp.
       667 Madison Avenue, 5th Floor
       New York, New York 10065

                                                        Re: Ascendant Digital
Acquisition Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed June 16, 2021
                                                            File No. 333-254720

       Dear Mr. Gerhard:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
14, 2021 letter.

       Form S-4/A filed June 16, 2021

       Questions and Answers for Shareholders of ADAC
       What are the U.S. federal income tax considerations of the
Domestication?, page xv

   1.                                                   It unclear why you
represent that you "intend" for the domestication to be a
                                                        "reorganization" under
the Tax Code if you believe it is "likely" that the domestication
                                                        will be a taxable event
for U.S. holders. Please revise here and elsewhere (e.g. risk factor
                                                        on page 71) to make
clear whether you believe that the transaction will be a taxable event
                                                        for U.S. holders.
 Mark Gerhard
FirstName  LastNameMark   Gerhard
Ascendant Digital Acquisition Corp.
Comapany
June       NameAscendant Digital Acquisition Corp.
     24, 2021
June 24,
Page 2 2021 Page 2
FirstName LastName
U.S. Federal Income Tax Considerations, page 157

2.       We note you do not plan on filing a tax opinion supporting a
conclusion that the
         domestication should be tax-free to U.S. holders; however, you still
represent that the
         Company intends for the domestication to be considered a tax-free
"reorganization" under
         the Tax Code. If you do not obtain a tax opinion supporting such a
conclusion, it is
         inappropriate for you to represent that you "intend" for the
domestication to be tax-free,
         and you should make clear that it is uncertain whether the
domestication will qualify as a
         tax-free reorganization and highlight the tax consequences to U.S.
holders.
       You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352
or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at
(202) 551-3815 with
any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology
cc:      Elliott Smith, Esq.